What changed in this filing

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Item 1. Business

2024-03-28 compared with 2023-03-30 · 141 added, 155 removed, 306 unchanged (49% of the section changed)

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Our history as a leader in science-based approaches to developing high value crop improvements, primarily in wheat, designed to enhance farm economics by improving the performance of crops in the field, as well as their value as food ingredients, has laid the foundation for our path forward.

We have used non-genetically modified (“non-GMO”) advanced breeding techniques to develop these proprietary innovations which we are now commercializing through the sales of seed and grain, food ingredients and products, trait licensing and royalty agreements.

The acquisition of the assets of Live Zola, LLC (“Zola”) added coconut water to our portfolio of products.

Our commercial strategy is to satisfy consumer nutrition demands with the superior functional benefits our crops deliver directly from the farm, enabling us to share premium economics throughout the ag-food supply chain and to build a world-class estate of high value traits and varieties.

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Our proprietary intellectual property ("IP") with multiple non-GMO wheat traits have clear functional benefits, and we will continue to build partnerships across the wheat value chain.

This will include launching GoodWheat into multiple categories where our wheat can provide a compelling point-of-difference at attractive margins.

We will continue to acquire, develop and retain the requisite management and industry experience to fully participate in, and control, the route to market for our high value food ingredients.

Evaluate acquisitive growth opportunities.

We intend to evaluate potential acquisitions that will allow us to bring the GoodWheat value proposition to an existing business.

We believe there is a significant opportunity to scale our business faster by purchasing an existing business in a new wheat-based category outside of pasta.

We have launched GoodWheat into multiple categories where our wheat provides a compelling point-of-difference and we will continue to evaluate ways to extract value throughout the supply chain.

• Evaluate scale M&A opportunities.

We intend to evaluate potential mergers, acquisitions, and other strategic opportunities that will allow us to scale the GoodWheat value proposition more quickly.

We believe there is a significant opportunity to integrate our wheat IP and GoodWheat brand into larger businesses and drive shareholder value.

• Scale Zola through retail expansion.

We plan to expand distribution of our Zola coconut water brand through mass market retailers and grocery store chains.

Based on our research, consumers prefer the clean, crisp taste of Zola to that of other leading coconut water brands.

As a result, we plan to refresh our packaging, launch new innovation and continue to invest in effective brand-building activities.

As a result, we plan to continue to invest in trial-driving activities and expand distribution of our Zola coconut water brand through mass market retailers and grocery store chains.

Arcadia Wellness, LLC

In May 2021, our wholly owned subsidiary Arcadia Wellness, LLC (“Arcadia Wellness”

or “AW”), acquired the businesses of Eko, Lief, and Zola.

The acquisition included consumer CBD brands like Soul Spring, a CBD-infused botanical therapy brand in the natural category, Saavy Naturals, a line of natural body care products and ProVault, a CBD-infused sports performance formula made with natural ingredients, providing effective support and recovery for athletes.

In May 2021, our wholly owned subsidiary Arcadia Wellness, LLC (“Arcadia Wellness” or “AW”), acquired the businesses of Eko, Lief, and Zola.

The acquisition included Saavy Naturals, a line of natural body care products, Soul Spring, a CBD-infused botanical therapy brand in the natural category, and ProVault, a THC-free CBD sports performance formula made with natural ingredients, providing effective support and recovery for athletes (collectively "body care brands").

Also included in the purchase is Zola, a coconut water sourced exclusively with sustainably grown coconuts from Thailand.

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("Radiance Beauty").

In July 2023, management made the decision to exit the remaining body care brands, Soul Spring and ProVault, as a result of continued pressure on the CBD market due to regulatory uncertainty.

Body care operations ceased as of September 30, 2023.

Our Product Portfolio

GoodWheat Consumer Products

In June 2022, we launched our GoodWheat pasta in five varieties –

penne, spaghetti, fettuccine, elbows and rotini –

in select retailers nationwide and on Amazon.

Our pasta delivers 4 times the fiber of traditional wheat pasta with 9g

of protein per serving and no sacrifice on taste.

In fact, our research shows that GoodWheat pasta scores at parity on taste with leading wheat pasta competitors and significantly outscores market leading vegetable-based pastas.

Made with only our USA farm grown wheat, GoodWheat pasta meets consumers’

preference for clean labels and transparent sourcing.

And, in December of 2022, GoodWheat received the American Heart Association’s Heart-Check mark on all of our pasta products.

With its high fiber, lower sodium and zero saturated fat, GoodWheat meets the criteria for a heart-healthy pasta and provides consumers with a better-for-you option that delivers superior nutrition with the taste and texture of traditional pasta.

Most Americans suffer from a significant fiber deficiency.

Less than 10 percent of women and less than 3 percent of men get enough fiber in their daily diets.

The recommended daily value of fiber is 25g for women and children, and 38g for men according to the May 2021 Food and Health Survey by the International Food Information Council.

One serving of GoodWheat Pasta gets your fiber closer to your daily need, delivering 8g of fiber, which accounts for 32 percent of the daily value of fiber needs for women and children, and 20 percent for men.

In 2023, we plan to expand the GoodWheat portfolio with the launch of innovative, new wheat-based products in additional categories, offering consumers more options to improve their fiber intake at multiple mealtimes throughout the day.

However, less than 10 percent of women and less than 3 percent of men get enough fiber in their daily diets.

Our GoodWheat portfolio of better-for-you products addresses these needs as they are naturally higher in fiber and protein than traditional wheat without sacrificing on taste or texture.

GoodWheat Pasta

In June 2022, we launched our GoodWheat pasta in five varieties – penne, spaghetti, fettuccine, elbows and rotini – in select retailers nationwide and on Amazon.

Our pasta delivers 4 times the fiber of traditional wheat pasta with 9g of protein per serving and no sacrifice on taste.

In fact, our research shows that GoodWheat pasta scores at parity on taste with leading wheat pasta competitors and significantly outscores market leading vegetable-based pastas.

Made with only our USA farm grown wheat, GoodWheat pasta meets consumers’ preference for clean labels and transparent sourcing.

And, in December of 2022, GoodWheat received the American Heart Association’s Heart-Check mark on all of our pasta products.

GoodWheat Pancakes and Waffle Mixes

In August 2023, we launched our GoodWheat into the breakfast category with new, better-for-you pancake and waffle mixes as well as single-serve Quikcakes.

Our new mixes are made with simple ingredients and Arcadia’s proprietary wheat grain, which is naturally higher in fiber and protein than traditional wheat.

GoodWheat pancake and waffle mixes are sold in resealable, multi-serve pouches, with each serving delivering 8 times the fiber of traditional pancake mix and 5 grams of protein.

Our multi-serve mixes will be available in 3 classic varieties, including Buttermilk, Chocolate Chocolate Chip and Apple Cinnamon.

GoodWheat Quikcakes are an innovative, single-serve instant pancake that is a great option for busy mornings – you simply pour one packet into a bowl, add water and microwave for 90 seconds.

Quikcakes have 11 times the fiber of traditional single-serve pancake mixes and contain 7 grams of protein per serving.

Quikcakes are available in 3 flavors, including Buttermilk, Chocolate Chocolate Chip and Confetti.

GoodWheat Mac and Cheese

In November 2023, we announced the third GoodWheat category, Mac and Cheese.

Our Mac and Cheese is made with real cheese and contains no artificial flavors, dyes or preservatives and are available in three varieties:

Classic Cheddar, White Cheddar and Three Cheese.

GoodWheat Mac and Cheese packs in the most fiber of any brand in the category, 4 times more than the leading brand.

In fact, one serving of GoodWheat Mac and Cheese has the same fiber as two servings of oatmeal, or two and a half servings of broccoli!

And, just like our pasta and pancake mixes, GoodWheat Mac and Cheese is higher in protein than the leading brand, with 12 grams of protein per serving.

Zola Coconut Water

Zola is a pure, natural, 100% coconut water with a crisp, clean taste that’s lightly sweet and refreshing.

Naturally hydrating and never from concentrate, Zola is Non-GMO Project Verified and only contains 60 calories per serving.

In taste tests, Zola beats competitors 2 to 1 and is the best-tasting way to rehydrate, reset and reenergize.

CBD Body Care ProVault Topical Pain Relief

Our portfolio currently consists of two body care brands that both contain CBD.

The first brand is ProVault, a muscle and joint pain relief product that is formulated with THC-free CBD isolate along with a proprietary blend of natural ingredients and fast-acting cooling agents.

The second brand is SoulSpring, a CBD-infused line of bath and body products that includes nourishing botanicals and minerals.

The market for CBD products has been under pressure primarily due to regulatory uncertainty.

Given our strategic focus on food and beverage products, we are currently in the process of exploring strategic alternatives for our body care brands.

GoodWheat Wheat Traits

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The GoodWheat brand also encompasses our current and future non-GMO wheat portfolio of high fiber Resistant Starch ("RS"), Reduced Gluten ("RG") wheat varieties, and extended shelf life wheat, as well as future wheat innovations.

We now hold more than 15 global patents on our high fiber RS wheat, protecting both bread wheat and durum (pasta) wheat.

We now hold 24 global patents on our high fiber RS wheat, protecting both bread wheat and durum (pasta) wheat.

Claims granted recently strengthen our IP for our RS portfolio of products.

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Improved Shelf Life of Whole Grain Flour

The United States Department of Agriculture recommends that “at least one serving of grains per day must be whole grain-rich”

due to evidence that a diet containing whole grains provides a multitude of benefits, including lower risk of obesity, cardiovascular disease, and type-2 diabetes.

The United States Department of Agriculture recommends that “at least one serving of grains per day must be whole grain-rich” due to evidence that a diet containing whole grains provides a multitude of benefits, including lower risk of obesity, cardiovascular disease, and type-2 diabetes.

Despite these health benefits, consumption of whole grain products is negatively affected by the bitter and rancid flavors and odors that accumulate in whole wheat flour after milling.

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Product Development

With our food, beverage and wellness products now entering the market, we are firmly in the commercialization phase of our corporate lifecycle.

We are de-emphasizing new trait discovery research and development (“R&D”) and are increasing our focus on food-science innovation to fully leverage the value in our existing superior wheat genetics.

With our food and beverage products now entering the market, we are firmly in the commercialization phase of our corporate lifecycle.

We are evolving our organizational capabilities to match this strategy progression to include in-house food formulation and CPG supply chain expertise.

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We will expand the application of our innovation platform to build on our pipeline of products focused on health and wellness.

Our innovation team is focused on using science-based solutions to leverage our wheat and hemp varieties to develop an array of food products and wellness ingredients.

Our innovation team is focused on using science-based solutions to leverage our wheat varieties to develop an array of food products and wellness ingredients.

Because we are innovating directly from our own well-established plant technology traits, we expect this extension of our involvement will provide more meaningful improvements.

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Our trait evaluation and development staff conducts field operations for both trials and production in American Falls, Idaho, and oversee production in other areas of the country, as needed.

Similarly, regulatory trials may be needed to develop data for use in submissions for regulatory review and may involve plant varieties developed by our collaborators or our own oil quality and grain quality programs.

Biological Materials Inventory and Tracking .

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With respect to all of the foregoing patent and plant protection assets, our exclusive licenses afford us control over the prosecution and maintenance of the licensed patents and patent applications.

These numbers do not include in-licensed patents for which we either do not have exclusive rights (such as certain enabling technology licenses), or for which we have exclusive rights only in a limited field of use or do not control prosecution and maintenance of the licensed patents.

These numbers do not include in-licensed patents for which we either do not have exclusive rights (such as certain enabling technology

licenses), or for which we have exclusive rights only in a limited field of use or do not control prosecution and maintenance of the licensed patents.

As of December 31, 2023, Arcadia Biosciences, Inc.

and Arcadia Wellness, LLC had nine and eight registered trademarks in the United States, respectively.

We also have eleven registered trademarks in various other countries.

and Arcadia Wellness, LLC each had 12 registered trademarks in the United States.

Arcadia Biosciences, Inc.

also had nine registered trademarks in various other countries.

Key Collaborations

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In 2017, we entered into a strategic collaboration with Corteva Agriscience to jointly develop and commercialize a breakthrough improved wheat quality trait in North America.

The collaboration leverages our TILLING platform

with Corteva Agriscience’s enabling technology platforms, high-quality elite germplasm and global commercial channels.

The collaboration leverages our TILLING platform with Corteva Agriscience’s enabling technology platforms, high-quality elite germplasm and global commercial channels.

Under the collaboration, the companies will further develop and commercialize an improved wheat quality trait, which has completed initial field trials and is advancing to next-stage field trials.

Corteva Agriscience will introgress Arcadia’s trait into its proprietary elite germplasm lines and manage all aspects related to the trait commercialization.

Certain development costs will be co-funded, and we will share in the commercial value resulting from products produced.

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In general, we believe that our competitors generally fall into the following categories:

Companies Selling Pasta Products:

As we enter the direct to consumer and retail markets with our GoodWheat products, we believe we face significant competition from a variety of consumer-packaged goods companies.

• Companies Selling Consumer Products in Similar Categories:

As we enter retail markets with our GoodWheat products, we believe we face significant competition from a variety of consumer-packaged goods companies.

Our competitors in the pasta market range from companies like Banza and Ancient Harvest who offer high-nutrition pasta alternatives to large, traditional pasta producers including Barilla and De Cecco.

In pancakes, competitors include Kodiak, Birch Benders, and Pearl Milling Company.

Finally, in mac and cheese, we face competition from brands such as Kraft, Annie’s and Goodles.

• Specialty health and nutrition ingredient companies :

In response to the growing consumer demand for healthier food alternatives, a number of agricultural and food-based companies are augmenting their product and market strategies to bring new quality food ingredients to market.

Calyxt is an agriculture biotechnology company that has a similar strategy to ours to create healthier specialty food ingredients and agriculturally advantageous food crops.

agriculture biotechnology company that has a similar strategy to ours to create healthier specialty food ingredients and agriculturally advantageous food crops.

• Coconut water:

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Competitors in this space include Vita Coco, ZICO, C20 and Harmless Harvest.

As of December 31, 2022, we had 30 employees with 17 in management, operations, commercial production, accounting/finance, legal and administration.

As of December 31, 2023, we had 21 employees with 14 in management, operations, accounting/finance, legal and administration.

We believe our employee relations to be good.

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More broadly, 52% of our employees are women.

Our corporate headquarters are located in Dallas, Texas with additional office space in Davis, California and additional facilities in American Falls, Idaho.

Our corporate headquarters are located in Dallas, Texas with additional office space in Davis and Sacramento, California and additional facilities in American Falls, Idaho.

We believe that our leased facilities are adequate to meet our current needs and that, if needed, suitable additional or alternative space will be available to accommodate our operations.

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Ris k Factors.

You should carefully consider the following risk factors, in addition to the other information contained in this report on Form 10-K, including the section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

and our financial statements and related notes.

If any of the events described in the following risk factors and the risks described elsewhere in this report occurs, our business, operating results and financial condition could be seriously harmed.

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A global financial crisis or a global or regional political disruption could cause extreme volatility in the capital and credit markets.

For example, outbreaks of epidemic, pandemic, or contagious diseases, such as the COVID-19 pandemic, could disrupt our business.

Business disruptions could include disruptions to the productivity of our employees working remotely and restrictions on their travel may hinder their ability to meet with potential customers and close transactions, as well as temporary closures of the facilities of suppliers or contract growers in our supply chain.

While we’ve seen signs of improvement, wheat consumer packaged goods companies have been heavily focused on production over R&D evaluation as demand for staples like pasta and flour have increased.

In addition, the US financial markets have been negatively impacted by the rise of inflation and interest rates, and in March 2023, the government closure of Silicon Valley Bank, increasing the potential for a local and/or global economic recession that could disrupt our business.

Outbreaks of epidemic, pandemic, or contagious diseases, such as the COVID-19 pandemic, could disrupt our business resulting in a loss of productivity from our employees working remotely.

In addition, the US financial markets have been negatively impacted by the rise of inflation and interest rates, increasing the potential for a local and/or global economic recession that could disrupt our business.

A political disruption could also strain our manufacturers or suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our services.

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We or our partners may not be successful in developing commercial products that incorporate our traits and for which there is consumer demand.

Our future growth depends on our ability to monetize the trait assets we’ve created by bringing products to market that incorporate our technology, as well as licensing these traits to our collaborators to develop and commercialize seeds and products that contain our traits.

The development process could take longer than we anticipate or could ultimately fail to achieve commercial success for any of the following reasons, including but not limited to:

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We expect to continue to incur losses.

Because we have incurred and expect to continue to incur significant costs and expenses for these efforts before we obtain any incremental revenues from the sale of products incorporating our traits, our losses in future periods could be even more significant.

In addition, we may find our development and commercialization efforts are more expensive than we anticipate or that they do not generate revenues in the time period we anticipate, which would further increase our losses.

In addition, we may find our development and commercialization efforts are more expensive than we anticipate or that they do not generate revenues in the amounts or in the time period we anticipate, which would further increase our losses.

If we are unable to adequately control the costs associated with operating our business, including costs of development and commercialization of our traits, our business, financial condition, operating results, and prospects will suffer.

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If adequate funds are not available, we will not be able to successfully execute on our business strategy or continue our business.

Our gross profit margins on the products we’ve recently introduced containing our GoodWheat as an ingredient may be impacted by a variety of factors, including but not limited to, variations in raw materials and packaging pricing, customer requirements, market acceptance rate and promotional support costs.

Our gross profit margins on our consumer products may be impacted by a variety of factors, including but not limited to variations in raw materials and packaging, freight costs, pricing, customer requirements, market acceptance rate and promotional support costs.

We expect that our gross profit as a percentage of net sales could fluctuate as a result of a number of factors, including product pricing, retail discounts, and the availability and cost of ingredients and packaging.

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We face significant competition in the markets in which we operate.

The markets for pasta and coconut water products are intensely competitive and rapidly changing.

The markets for pasta, pancake mix, mac and cheese, and coconut water products are intensely competitive and rapidly changing.

In most segments of the seed and agricultural biotechnology market, the number of products available to consumers is steadily increasing as new products are introduced.

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We may seek to expand through acquisitions of and investments in other brands, businesses, and assets.

These acquisition activities may be unsuccessful or divert management’s attention.

We may consider strategic and complementary acquisitions of and investments in other agricultural biotechnology and consumer brands, businesses or other assets, and such acquisitions or investments are subject to risks that could affect our business, including risks related to:

the necessity of coordinating geographically disparate organizations;

implementing common systems and controls;

integrating personnel with diverse business and cultural backgrounds;

integrating acquired manufacturing and production facilities, technology and products;

combining different corporate cultures and legal systems;

unanticipated expenses related to integration, including technical and operational integration;

increased costs and unanticipated liabilities, including with respect to registration, environmental, health and safety matters, that may affect sales and operating results;

retaining key employees;

obtaining required government and third-party approvals;

legal limitations in new jurisdictions;

installing effective internal controls and audit procedures;

issuing common stock that could dilute the interests of our existing stockholders;

spending cash and incurring debt;

assuming contingent liabilities;

• the necessity of coordinating geographically disparate organizations;

• implementing common systems and controls;

• integrating personnel with diverse business and cultural backgrounds;

• integrating acquired manufacturing and production facilities, technology and products;

• combining different corporate cultures and legal systems;

• unanticipated expenses related to integration, including technical and operational integration;

• increased costs and unanticipated liabilities, including with respect to registration, environmental, health and safety matters, that may affect sales and operating results;

• retaining key employees;

• obtaining required government and third-party approvals;

• legal limitations in new jurisdictions;

• installing effective internal controls and audit procedures;

• issuing common stock that could dilute the interests of our existing stockholders;

• spending cash and incurring debt;

• assuming contingent liabilities; and

• creating additional expenses.

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In addition, the success of any acquisitions or investments also will depend, in part, on our ability to integrate the acquisition or investment with our existing operations.

We rely on third parties to conduct, monitor, support, and oversee field trials and commercial production and, in some cases, to maintain regulatory files for those products in development, and any performance issues by third parties, or our inability to engage third parties on acceptable terms, may impact our or our collaborators’

ability to complete the regulatory process for or commercialize such products.

We rely on third parties, including farmers, to conduct, monitor, support, and oversee field trials and commercial production.

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All of our current employees are at-will employees, and the failure to retain or hire skilled and highly educated personnel could limit our growth and hinder our research and development efforts.

We will be subject to a myriad of different laws and regulations governing hemp and our inability to comply with such laws in a cost-effective manner may have an adverse effect on our business and result of operations.

Laws and regulations governing the use of hemp in the United States are broad in scope, subject to evolving interpretations, and subject to enforcement by a myriad of regulatory agencies and law enforcement entities.

Federal and state laws and regulations on hemp may address production, monitoring, manufacturing, distribution, and laboratory testing to ensure that that the hemp has a delta-9 tetrahydrocannabinol concentration of not more than 0.3% on a dry weight basis.

Federal laws and regulations may also address the transportation or shipment of hemp or hemp products.

We may be subject to many different state-based regulations for hemp, all of which could require us to incur substantial costs associated with compliance requirements.

The Drug Enforcement Administration ("DEA") issued an interim final rule to codify statutory amendments to the controlled substances act made by the 2018 farm bill.

It is possible that the DEA will make additional changes in a final rule that may have a material impact on our hemp business and our ability to operate.

The FDA has published guidance related to the CBD and hemp-extract business but has not formally released a regulatory framework for the industry.

It is possible that the FDA will provide additional guidance or implement future regulations that may have a material impact on our hemp business.

In addition, it is possible that additional regulations may be enacted in the future in the United States and globally that will be directly applicable to our research and development operations.

We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

Our business is subject to the risks of earthquakes, fire, flood, crop losses, epidemics, and other catastrophic natural events, and security breaches, including cybersecurity incidents.

Our seed and grain crops are vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, which are common but difficult to predict.

Our crops are vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, which are common but difficult to predict.

In addition, the crops are vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and climatic conditions.

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Our ability to protect any products we successfully develop from unauthorized or infringing use by third parties depends substantially on our ability to obtain and maintain valid and enforceable patents.

Due to evolving legal standards relating to the patentability, validity and enforceability of patents covering biotechnology inventions and the scope of claims made under these patents, our ability to obtain and enforce patents is uncertain and involves complex legal and factual questions.

Due to evolving legal standards relating to the patentability, validity and enforceability of patents covering biotechnology inventions

and the scope of claims made under these patents, our ability to obtain and enforce patents is uncertain and involves complex legal and factual questions.

Accordingly, rights under any issued patents may not provide us with sufficient protection for any products we successfully develop or provide sufficient protection to afford us a commercial advantage against our competitors or their competitive products or processes.

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The America Invents Act reforms U.S.

patent law in part by changing the standard for patent approval from a “first to invent”

standard to a “first inventor to file”

standard and developing a post-grant review system.

patent law in part by changing the standard for patent approval from a “first to invent” standard to a “first inventor to file” standard and developing a post-grant review system.

This new legislation affects U.S.

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For example, patent applications are maintained in confidence for at least 18 months after their filing.

In some cases, patent applications remain confidential in the United States Patent and Trademark Office (“USPTO”) for the entire time prior to issuance of a U.S.

Patent applications filed in countries outside the United States are not typically published until at least 18 months from their first filing date.

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If we or one of our collaborators are sued for infringing the intellectual property rights of a third party, such litigation could be costly and time consuming and could prevent us or our collaborators from developing or commercializing our products.

Our ability to generate significant revenues from our products depends on our and our collaborators’

ability to develop, market and sell our products and utilize our proprietary technology without infringing the intellectual property and other rights of any third parties.

Our ability to generate significant revenues from our products depends on our and our collaborators’ ability to develop, market and sell our products and utilize our proprietary technology without infringing the intellectual property and other rights of any third parties.

In the United States and abroad there are numerous third-party patents and patent applications that may be applied toward our proprietary technology, business processes, or developed traits, some of which may be construed as containing claims that cover the subject matter of our products or intellectual property.

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Third parties may assert claims based on existing or future intellectual property rights and the outcome of any proceedings is subject to uncertainties that cannot be adequately quantified in advance.

Any litigation proceedings could be costly and time consuming, and negative outcomes could result in liability for monetary damages, including treble damages and attorneys’

fees, if we are found to have willfully infringed a patent.

Any litigation proceedings could be costly and time consuming, and negative outcomes could result in liability for monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent.

There is also no guarantee that we would be able to obtain a license under such infringed intellectual property on commercially reasonable terms or at all.

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• the enforceability, validity or scope of protection offered by our patents relating to our products.

Even if we are successful in these proceedings, we may incur substantial costs and divert management’s time and attention in pursuing these proceedings, which could have a material adverse effect on us.

We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws.

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Customs regulations, and various economic and trade sanctions regulations administered by the U.S.

Treasury Department’s Office of Foreign Assets Controls.

Exports of our products and technology must be made in compliance with these laws and regulations.

fines, which may be imposed on us and responsible employees or managers;

and, in extreme cases, the incarceration of responsible employees or managers.

If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.

In addition, changes in our products or solutions or changes in applicable export or import laws and regulations may create delays in the introduction and sale of our products and solutions in international markets, prevent our customers from deploying our products and solutions or, in some cases, prevent the export or import of our products and solutions to certain countries, governments or persons altogether.

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Some of these potential proceedings could result in substantial damages or payment awards that exceed our insurance coverage.

We will estimate our exposure to any future legal proceedings and establish provisions for the estimated liabilities where it is reasonably possible to estimate and where an adverse outcome is probable.

We will estimate our exposure to any future legal proceedings and establish provisions for the estimated liabilities where it is reasonably possible to estimate and

where an adverse outcome is probable.

Assessing and predicting the outcome of these matters will involve substantial uncertainties.

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We may be required to pay substantial damages as a result of product liability claims for which insurance coverage is not available.

We are subject to product liability claims with respect to our products, and as additional products integrating our traits reach commercialization, product liability claims may increasingly be a commercial risk for our business.

Product liability claims against us or our collaborators selling products that contain our traits, or allegations of product liability relating to seeds containing traits developed by us, could damage our reputation, harm our relationships with our collaborators, and materially and adversely affect our business, results of operations, financial condition, and prospects.

Furthermore, while our collaboration agreements typically require that our collaborators indemnify us for the cost of product liability claims brought against us as a result of our collaborator’s misconduct, such indemnification provisions may not always be enforced, and we may receive no indemnification if our own misconduct contributed to the claims.

We are subject to product liability claims with respect to our products.

Product liability claims against us or our collaborators selling our products could damage our reputation, harm our relationships with our collaborators, and materially and adversely affect our business, results of operations, financial condition, and prospects.

As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting.

We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

Pursuant to Section 404(a) of the Sarbanes-Oxley Act of 2002 (“the Act”) and the related rules adopted by the SEC and the Public Company Accounting Oversight Board, starting with the second annual report that we filed with the SEC after the consummation of our public offering, our management is required to report on the effectiveness of our internal control over financial reporting.

Section 404(b) of the Act requires that our independent registered public accounting firm will also need to attest to the effectiveness of our internal control over financial reporting if we qualify as an accelerated filer or a large accelerated filer.

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Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change”

is subject to limitations on its ability to utilize its NOLs to offset future taxable income.

A significant portion of our existing NOLs are limited due to an ownership change under IRC Section 382 that we experienced as a result of the common shares issued in connection with the January 2021 and December 2020 Offering.

Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code.

If we undergo an ownership change in the future, our ability to utilize NOLs could be further limited by Section 382 of the Code.

Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income.

A significant portion of our existing NOLs are limited due to known ownership changes under IRC Section 382 that we experienced as a result of the common stock we issued in connection with equity financings in December 2020 and January 2021.

Changes in our stock ownership since 2021 or in the future, which could be outside of our control, could result in an ownership change under Section 382 of the Code.

If we undergo an ownership change, our ability to utilize NOLs could be further limited by Section 382 of the Code.

Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations.

There is also a risk that, due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities.

For these reasons, we may not be able to realize a tax benefit from the use of our NOLs, whether or not we obtain profitability.

For these reasons, we may not be able to realize a tax benefit from the use of our NOLs, whether or not we experience profitability.

Risks Related to Ownership of Our Common Stock

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could cause our stock price to decline.

Sales of a substantial number of our common stock in the public market, or the perception that these sales might occur, could cause the market price of our common stock to decline and could impair our ability to raise capital through the sale of additional equity securities.

As of December 31, 2022, there were 616,079 shares of our common stock outstanding, of which approximately 587,028 shares were held by non-affiliates.

All of our common stock is freely transferable, except shares held by our “affiliates,”

as defined in Rule 144 under the Securities Act.

We may also issue common stock or options to purchase shares of our common stock that under our 2015 Omnibus Equity Incentive Plan and our 2015 Employee Stock Purchase Plan.

Securities issued under these plans will be registered under a Form S-8 and are freely tradable upon issuance.

There were 22,456 options exercisable as of December 31, 2022 at a weighted-average exercise price of $215.20.

Future sales of substantial amounts of our common stock, or the possibility that such sales could occur, could adversely affect the market price of our common stock.

Future sales in the public market of our common stock, or shares issued upon exercise of our outstanding stock options or warrants, or the perception by the market that these issuances or sales could occur, could lower the market price of our common stock or make it difficult for us to raise additional capital.

Our stockholders may experience substantial dilution and a reduction in the price that they are able to obtain upon the sale of their shares.

As of December 31, 2023, we had 1,285,337 shares of common stock outstanding, substantially all of which we believe may be sold publicly, subject in some cases to volume and other limitations, provisions or limitations in registration rights agreements, or prospectus-delivery or other requirements relating to the effectiveness and use of registration statements registering the resale of such shares.

As of December 31, 2023, we had 41,735 shares of our common stock issuable upon the exercise of outstanding stock options under our equity incentive plans at a weighted-average exercise price of $139.82 per share and we had outstanding warrants and preferred investment options to purchase 1,831,909 shares of common stock at a weighted-average exercise price of $24.63 per share.

Subject to applicable vesting requirements, upon exercise of these options or warrants, the underlying shares may be resold into the public market, subject in some cases to volume and other limitations or prospectus delivery requirements pursuant to registration statements registering the resale of such shares.

In the case of outstanding options and warrants that have exercise prices that are below the market price of our common stock from time to time, our stockholders would experience dilution upon the exercise of these options and warrants.

Our stock price has been and may continue to be volatile, and you could lose all or part of your investment.

The market price of our common stock since our initial public offering has been and may continue to be volatile.

Since shares of our common stock were sold in our initial public offering in May 2015 at a price of $6,400.00 per share, our stock price has ranged from $10.48 to $6,984.00, through December 31, 2022.

The market price of our

common stock is subject to wide fluctuations in response to various risk factors, some of which are beyond our control and may not be related to our operating performance, including:

addition or loss of significant customers, collaborators or distributors;

changes in laws or regulations applicable to our industry or traits;

additions or departures of key personnel;

the failure of securities analysts to cover our common stock after an offering;

actual or anticipated changes in expectations regarding our performance by investors or securities analysts;

price and volume fluctuations in the overall stock market;

volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable;

share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

our ability to protect our intellectual property and other proprietary rights;

sales of our common stock by us or our stockholders;

the expiration of contractual lock-up agreements;

litigation involving us, our industry, or both;

major catastrophic events;

The market price of our common stock has been and may continue to be volatile.

After making adjustments for the impact of reverse stock splits, since shares of our common stock were sold in our initial public offering in May 2015 at a price of $6,400.00 per share, our stock price has ranged from $2.65 to $6,984.00, through December 31, 2023.

The market price of our common stock is subject to wide fluctuations in response to various risk factors, some of which are beyond our control and may not be related to our operating performance, including:

• addition or loss of significant customers, collaborators or distributors;

• changes in laws or regulations applicable to our industry or traits;

• additions or departures of key personnel;

• the failure of securities analysts to cover our common stock after an offering;

• actual or anticipated changes in expectations regarding our performance by investors or securities analysts;

• price and volume fluctuations in the overall stock market;

• volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable;

• share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

• our ability to protect our intellectual property and other proprietary rights;

• sales of our common stock by us or our stockholders;

• the expiration of contractual lock-up agreements;

• litigation involving us, our industry, or both;

• major catastrophic events; and

• general economic and market conditions and trends.

Further, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.

These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.

In addition, the stock prices of many seed and agricultural biotechnology companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies.

These fluctuations often have been unrelated or

disproportionate to the operating performance of those companies.

These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes, or international currency fluctuations, may cause the market price of our common stock to decline.

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We expect our quarterly operating results to fluctuate widely and unpredictably for the following reasons, among others:

our significant customer concentration;

the variable timing, stage, and results of our and our collaborators’

development, and regulatory activities;

• our significant customer concentration;

• the variable timing, stage, and results of our and our collaborators’ development, and regulatory activities;

• the effectiveness of our marketing and advertising efforts;

the impact of seasonality in agricultural operations on our sales of hemp seeds and products that incorporate our wheat traits;

• the impact of seasonality in agricultural operations on our sales of products;

• adjustments to inventory due to excess or slow-moving;

supplier, manufacturing, or quality problems;

• supplier, manufacturing, or quality problems; and

• variance in the timing of customer and distributor orders for our products.

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Delisting from The Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities.

On September 27, 2022, we received a notice from the Nasdaq Listing Qualifications Department of Nasdaq informing us that because the closing bid price of our common stock had been below $1.00 per share for 30 consecutive business days, we no longer complied with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.

Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

The notice had no immediate effect on the listing or the trading of our common stock on The Nasdaq Capital Market.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the notice letter stated that we had an initial compliance period of 180 calendar days, or until March 27, 2023, to regain compliance with the minimum bid price requirement.

To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during the 180 calendar day grace period.

On March 15, 2023, we received a letter from the Listing Qualifications Department of Nasdaq notifying us that as a result of the closing bid price of our common stock having been at $1.00 per share or greater for at least ten consecutive business days, we had regained compliance with Nasdaq’s minimum bid price requirement under Nasdaq’s Marketplace Rule 5550(a)(2) for continued listing on The NASDAQ Capital Market, and the matter was now closed.

Unresolve d Staff Comments.

Not applicable.

Our corporate headquarters are located in Dallas, Texas with additional office space in Davis, California and additional facilities in American Falls, Idaho.

Cybersecurity.

We recognize the importance of identifying, assessing and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K.

These risks include, among other things:

operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.

Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes.

Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT controls, governance, risk and compliance reviews.

We describe whether and how risks from cybersecurity threats are reasonably likely to materially affect us, including our results of operations and financial condition, under the heading " Our business is subject to the risks of earthquakes, fire, flood, crop losses, epidemics, and other catastrophic natural events, and security breaches, including cybersecurity incidents." in Item 1A, “Risk Factors” of Part I of this report.

Our Audit Committee is responsible for overseeing cybersecurity risks and updates our Board of Directors on cybersecurity matters as needed.

The Audit Committee receives periodic updates from management regarding cybersecurity matters and is notified as promptly as practicable of significant new cybersecurity threats or incidents.

Management is responsible for the operational oversight of the company-wide cybersecurity strategy, policy, and standards across relevant departments to assess and help prepare us to address cybersecurity risks.

As of the date of this report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.

Our corporate headquarters are located in Dallas, Texas with additional office space in Davis and Sacramento, California and additional facilities in American Falls, Idaho.

We believe that our leased facilities are adequate to meet our current needs and that, if needed, suitable additional or alternative space will be available to accommodate our operations.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business